Common use of Employee Benefits; ERISA Clause in Contracts

Employee Benefits; ERISA. (a) description (or similar document) for each Benefit Plan for which a summary plan description is required or was otherwise provided to plan participants or beneficiaries, (v) the most recent IRS determination letter, if any, for each Benefit Plan and (vi) each trust agreement and group annuity contract relating to any Benefit Plan. (b) All Pension Plans and related trusts that are intended to be tax-qualified plans have been the subject of determination letters from the IRS to the effect that such Pension Plans and related trusts are qualified and exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the Code, and no such determination letter has been revoked nor, to the knowledge of the Company, has revocation been threatened; no event has occurred and no circumstances exist that would adversely affect or would reasonably be likely to adversely affect the tax qualification of such Pension Plan nor has any such Pension Plan been amended since the date of its most recent determination letter or application therefor in any respect that would adversely affect or would reasonably be likely to adversely affect its qualification or materially increase its costs or require security under Section 302 of ERISA. (c) Each Benefit Plan has been administered in all material respects in accordance with its terms. The Benefit Plans are, and have been operated, in compliance in all material respects with the applicable provisions of ERISA, the Code and all other applicable Laws. All material contributions or payments required to be made to or in respect of the Benefit Plans has been timely made or provided for. No Benefit Plan has incurred an "accumulated funding deficiency" (within the meaning of Section 302 of ERISA or Section 412 of the Code), whether or not waived. All contributions, premiums or payments required to be made with respect to any Benefit Plan are fully deductible for income tax purposes and no such deduction previously claimed has been challenged by any Governmental Entity; provided, however, that no benefits under any nonqualified pension or deferred compensation plan are deductible until actually paid. There are no investigations by any Governmental Entity, termination proceedings or other claims (except claims for benefits payable in the normal operation of the Benefit Plans), suits or proceedings against or involving any Benefit Plan or asserting any rights to or claims for benefits under any Benefit Plan that could give rise to any material liability, and there are not any facts or circumstances that would reasonably be expected to give rise to any material liability in the event of any such investigation, claim, suit or proceeding. (d) No Commonly Controlled Entity is required to contribute to any "multiemployer plan" as defined in Section 4001(a)(3) of ERISA or has withdrawn or expects to withdraw from any such multiemployer plan where such withdrawal has resulted or would result in any material "withdrawal liability" (within the meaning of Section 4201 of ERISA) that has not been fully paid. None of the Company, any of its subsidiaries, any officer of the Company or any of its subsidiaries or any of the Benefit Plans which are subject to ERISA, including the Pension Plans, any trusts created thereunder or any trustee or 24 18 administrator thereof, has engaged in a "prohibited transaction" (as such term is defined in Section 406 of ERISA or Section 4975 of the Code) or any other breach of fiduciary responsibility that could subject the Company, any of its subsidiaries or any officer of the Company or any of its subsidiaries to any material tax or penalty on prohibited transactions imposed by such Section 4975 of ERISA or to any material liability under Section 502(i) or (l) of ERISA. Neither any of such Benefit Plans nor any of such trusts has been terminated, nor has there been, nor is there expected to be, any "reportable event" (as that term is defined in Section 4043 of ERISA) as to which notice would be required with the Pension Benefit Guaranty Corporation (the "PBGC") with respect thereto, during the last five years, except that the Company's acquisition of Sylvxx Xxxxxxxx xxx reported to the PBGC under Section 4043(c)(10) of ERISA. (e) Neither the Company nor any subsidiary has or reasonably expects to incur liability under Title IV of ERISA (other than for the payment of premiums, none of which are overdue). Each Benefit Plan subject to Title IV of ERISA is fully funded in accordance with the actuarial assumptions used by the PBGC to determine the level of funding required in the event of the termination of such plan. No Commonly Controlled Entity has completely or partially terminated a plan subject to Title IV of ERISA within the last five years. None of the assets of the Company or any subsidiary is the subject of any lien arising under Section 302 of ERISA or Section 412(n) of the Code; neither the Company nor any subsidiary has been required to post any security under Section 307 of ERISA or Section 401(a)(29) of the Code; and no fact or event exists which could give rise to any such lien or requirement to post any such security. (f) Except as set forth in Section 4.12(f) of the Disclosure Schedule, no employee of the Company or any of its subsidiaries will be entitled to any additional benefits or any acceleration of the time of payment or vesting of any benefits under any Benefit Plan as a result of the transactions contemplated by this Agreement. (g) The Company and its subsidiaries have not incurred any liability under, and have complied in all respects with, the Worker Adjustment Retraining Notification Act and the rules and regulations promulgated thereunder ("WARN") and do not reasonably expect to incur any such liability as a result of actions taken or not taken prior to the Effective Time. The Company will advise Parent and Purchaser in writing of any material terminations, layoffs and reductions in hours from the date hereof through the Effective Time and will provide Parent and Purchaser with any related information that they may reasonably request. (h) Except as disclosed in Section 4.12(h) of the Disclosure Schedule, since December 31, 1996 there has not been any adoption or amendment in any material respect by the Company or any of its subsidiaries of any Benefit Plan. (i) Except as disclosed in Section 4.12(i) of the Disclosure Schedule, there exist no employment, consulting, severance, termination or indemnification agreements, arrangements or understandings between the Company or any of its subsidiaries and any current or former employee, officer, director or consultant of the Company or any of its subsidiaries, and there is no oral or written understanding or arrangement to enter into any such agreement with any such individual. (j) The Commonly Controlled Entities have complied in all material respects with the requirements of Part 6 of Subtitle B of Title I of ERISA and of Code Section 4980B.

Employee Benefits; ERISA. (a) description (Schedule 3.9(a) of the Disclosure Schedules sets forth a complete list of each Employee Benefit Plan. Seller does not have any formal commitment, or similar document) for each intention communicated to employees, to create any additional Employee Benefit Plan for which a summary plan description is required or was otherwise provided to plan participants make any material amendment or beneficiaries, (v) the most recent IRS determination letter, if any, for each Benefit Plan and (vi) each trust agreement and group annuity contract relating modification to any existing Employee Benefit Plan. (b) All Each Employee Benefit Plan in which Seller’s Employees participate has been operated and administered (i) in accordance with its terms and (ii) in material compliance with applicable Law. Each Employee Benefit Plan which is an “employee pension Employee Benefit Plan” within the meaning of Section 3(2) of ERISA (a “Pension Plans Plan”) and related trusts that are which is intended to be tax-qualified plans have been under Section 401(a) of the subject of Code has received a favorable determination letters letter from the IRS Internal Revenue Service for “GUST” (as defined in Rev. Proc. 99-23), or will file for such a determination letter prior to the effect that such Pension Plans and related trusts are qualified and exempt from federal income taxes under Sections 401(a) and 501(a), respectively, expiration of the Code, and no remedial amendment period for such determination letter has been revoked norEmployee Benefit Plan and, to the knowledge of Seller, there are no circumstances that could reasonably be expected to result in revocation of any such favorable determination letter. To the Companyknowledge of Seller, has revocation been threatened; no event or omission has occurred and no circumstances exist that which would adversely affect or would reasonably be likely cause any Employee Benefit Plan to adversely affect the tax qualification of such Pension Plan nor has any such Pension Plan been amended since the date of its most recent determination letter or application therefor in any respect that would adversely affect or would reasonably be likely to adversely affect lose its qualification or materially increase its costs otherwise fail to satisfy the relevant requirements to provide tax-favored benefits under the applicable Code Section (including without limitation Code Sections 105, 125, 401(a) and 501(c)(9)). Each asset held under any such Employee Benefit Plan may be liquidated or require security under terminated without the imposition of any redemption fee, surrender charge or comparable liability. There is no pending or, to the knowledge of Seller, threatened litigation relating to any of the Employee Benefit Plans. Neither Seller nor any ERISA Affiliate has engaged in a transaction with respect to any Employee Benefit Plan that, assuming the taxable period of such transaction expired as of the date hereof, could subject Seller or any Employee Benefit Plan to a material Tax or penalty imposed by either Section 302 4975 of the Code or Section 502(i) of ERISA. No action has been taken with respect to any of the Employee Benefit Plans to either terminate any of such Employee Benefit Plans or to cause distributions, other than in the Ordinary Course of Business to participants under such Employee Benefit Plans. (c) Each Neither Seller nor any ERISA Affiliate has ever maintained any Employee Benefit Plan which has been administered in all material respects in accordance with its terms. The Benefit Plans aresubject to Title IV of ERISA or Code Section 412 or ERISA Section 302, and have been operatedincluding, in compliance in all material respects with the applicable provisions of ERISAbut not limited to, the Code and all other applicable Laws. All material contributions or payments required to be made to or in respect of the Benefit Plans has been timely made or provided for. No Benefit Plan has incurred an "accumulated funding deficiency" any “multiemployer plan” (within the meaning of Section 302 4001(a)(3) of ERISA or Section 412 of the CodeERISA), whether or not waived. All contributions, premiums or payments required to be made with respect to any Benefit Plan are fully deductible for income tax purposes and no such deduction previously claimed has been challenged by any Governmental Entity; provided, however, that no benefits under any nonqualified pension or deferred compensation plan are deductible until actually paid. There are no investigations by any Governmental Entity, termination proceedings or other claims (except claims for benefits payable in the normal operation of the Benefit Plans), suits or proceedings against or involving any Benefit Plan or asserting any rights to or claims for benefits under any Benefit Plan that could give rise to any material liability, and there are not any facts or circumstances that would reasonably be expected to give rise to any material liability in the event of any such investigation, claim, suit or proceeding. (d) No Commonly Controlled Entity is All material contributions required to contribute to be made under the terms of any "multiemployer plan" as defined in Section 4001(a)(3) of ERISA Employee Benefit Plan have been timely made when due or has withdrawn or expects to withdraw from any such multiemployer plan where such withdrawal has resulted or would result in any material "withdrawal liability" (within the meaning of Section 4201 of ERISA) that has not been fully paid. None of the Company, any of its subsidiaries, any officer of the Company or any of its subsidiaries or any of the Benefit Plans which are subject to ERISA, including the Pension Plans, any trusts created thereunder or any trustee or 24 18 administrator thereof, has engaged in a "prohibited transaction" (as such term is defined in Section 406 of ERISA or Section 4975 of the Code) or any other breach of fiduciary responsibility that could subject the Company, any of its subsidiaries or any officer of the Company or any of its subsidiaries to any material tax or penalty on prohibited transactions imposed by such Section 4975 of ERISA or to any material liability under Section 502(i) or (l) of ERISA. Neither any of such Benefit Plans nor any of such trusts has been terminated, nor has there been, nor is there expected to be, any "reportable event" (as that term is defined in Section 4043 of ERISA) as to which notice would be required with the Pension Benefit Guaranty Corporation (the "PBGC") with respect thereto, during the last five years, except that the Company's acquisition of Sylvxx Xxxxxxxx xxx reported to the PBGC under Section 4043(c)(10) of ERISAproperly accrued. (e) Neither the Company nor Seller does not have any subsidiary has obligations for retiree health or reasonably expects to incur liability under Title IV of ERISA (life benefits other than for (i) coverage mandated by applicable Law or (ii) death benefits or retirement benefits under any Pension Plan which is intended to satisfy the payment requirements of premiums, none of which are overdue). Each Benefit Plan subject to Title IV of ERISA is fully funded in accordance with the actuarial assumptions used by the PBGC to determine the level of funding required in the event of the termination of such plan. No Commonly Controlled Entity has completely or partially terminated a plan subject to Title IV of ERISA within the last five years. None of the assets of the Company or any subsidiary is the subject of any lien arising under Section 302 of ERISA or Section 412(n401(k) of the Code; neither . To the Company nor knowledge of Seller, no communications have been made to participants with respect to guaranteeing benefits under any subsidiary has been required to post any security under Section 307 of ERISA or Section 401(a)(29) of the Code; and no fact or event exists which could give rise to any such lien or requirement to post any such securityEmployee Benefit Plan. (f) Except as set forth in Section 4.12(fSchedule 3.9(f) of the Disclosure ScheduleSchedules, no employee the consummation of the Company transactions contemplated by this Agreement will not (or will not upon termination of employment within a fixed period of time following such consummation) (i) entitle any employee, director or consultant to severance pay or any of its subsidiaries will be entitled to any additional benefits other payment, or any acceleration of (ii) accelerate the time of payment or vesting or increase the amount of payment with respect to any benefits under compensation due to any Benefit Plan as a result of the transactions contemplated by this Agreement. (g) The Company and its subsidiaries have not incurred any liability under, and have complied in all respects with, the Worker Adjustment Retraining Notification Act and the rules and regulations promulgated thereunder ("WARN") and do not reasonably expect to incur any such liability as a result of actions taken or not taken prior to the Effective Time. The Company will advise Parent and Purchaser in writing of any material terminations, layoffs and reductions in hours from the date hereof through the Effective Time and will provide Parent and Purchaser with any related information that they may reasonably request. (h) Except as disclosed in Section 4.12(h) of the Disclosure Schedule, since December 31, 1996 there has not been any adoption or amendment in any material respect by the Company or any of its subsidiaries of any Benefit Plan. (i) Except as disclosed in Section 4.12(i) of the Disclosure Schedule, there exist no employment, consulting, severance, termination or indemnification agreements, arrangements or understandings between the Company or any of its subsidiaries and any current or former employee, officer, director or consultant of the Company or any of its subsidiaries, and there is no oral or written understanding or arrangement to enter into any such agreement with any such individualconsultant. (j) The Commonly Controlled Entities have complied in all material respects with the requirements of Part 6 of Subtitle B of Title I of ERISA and of Code Section 4980B.

Employee Benefits; ERISA. The only Employee Benefit Plans that are maintained by the Company with respect to any of the employees of the Company are those disclosed in Section 4.16 of the Disclosure Schedule. The only Benefit Arrangements that are maintained by the Company with respect to any of the employees of the Company are disclosed in Sections 4.15 and 4.16 of the Disclosure Schedule. Each of the Employee Benefit Plans that is intended to be qualified under Section 401 of the Code is so qualified and each of the trusts maintained with respect thereto is exempt from federal income taxation under Section 501 of the Code or has the right to be retroactively amended so as to qualify, and nothing has occurred which would cause a loss of such qualification or exemption or the imposition of any penalty under Section 4971 of the Code. All contributions required by Law to be made under the Employee Benefit Plans with respect to the period through December 31, 2000 and any required installment in respect of the employees of the Business as of the Closing Date for calendar year 2001 will be made by the Company within the periods allowed by Law. Except for premiums payable to the Pension Benefit Guaranty Corporation in the ordinary course of business (all of which have been paid in timely manner), the Company has not incurred any liability to the Pension Benefit Guaranty Corporation with respect to any of such Plans. All obligations of the Company under each Benefit Plan (x) that are due prior to the Closing Date have been paid or will be paid prior to that time and (y) that have accrued prior to the Closing Date have been or will be paid or properly accrued at that time. Except as set forth in Section 4.16 of the Disclosure Schedule: (a) description No "reportable event" (or similar documentwithin the meaning of ERISA) for each Benefit Plan for with respect to which a summary plan description is required or was otherwise provided to plan participants or beneficiaries, (v) the most recent IRS determination letter, if any, for each Benefit Plan and (vi) each trust agreement and group annuity contract relating thirty day notice requirement has not been waived has occurred with respect to any of the Employee Benefit Plan.Plans; (b) All Pension Plans and related trusts that There are intended to be tax-qualified plans no claims, governmental audits or investigations, or lawsuits which have been asserted or instituted against the subject assets of determination letters from the IRS to the effect that such Pension Plans and related trusts are qualified and exempt from federal income taxes under Sections 401(a) and 501(a), respectively, any of the Code, and no such determination letter has been revoked nor, to trusts under the knowledge of the Company, has revocation been threatened; no event has occurred and no circumstances exist that would adversely affect or would reasonably be likely to adversely affect the tax qualification of such Pension Plan nor has any such Pension Plan been amended since the date of its most recent determination letter or application therefor in any respect that would adversely affect or would reasonably be likely to adversely affect its qualification or materially increase its costs or require security under Section 302 of ERISA.Benefit Plans other than routine claims for benefits; (c) Each The Benefit Plan has Plans have been maintained, operated and administered in all material respects in accordance with its terms. The Benefit Plans are, their terms and have been operated, in compliance in with all material respects with the applicable provisions of ERISA, the Code and all other applicable Laws. All material contributions or payments required to be made to or in respect of the Benefit Plans has been timely made or provided for. No Benefit Plan has incurred an "accumulated funding deficiency" (within the meaning of Section 302 of ERISA or Section 412 of the Code), whether or not waived. All contributions, premiums or payments required to be made with respect to any Benefit Plan are fully deductible for income tax purposes and no such deduction previously claimed has been challenged by any Governmental Entity; provided, however, that no benefits under any nonqualified pension or deferred compensation plan are deductible until actually paid. There are no investigations by any Governmental Entity, termination proceedings or other claims (except claims for benefits payable in the normal operation of the Benefit Plans), suits or proceedings against or involving any Benefit Plan or asserting any rights to or claims for benefits under any Benefit Plan that could give rise to any material liability, and there are not any facts or circumstances that would reasonably be expected to give rise to any material liability in the event of any such investigation, claim, suit or proceeding.including ERISA; (d) No Commonly Controlled Entity Employee Benefit Plan is required a Multiemployer Plan; (e) Each Employee Benefit Plan that is subject to contribute to any "multiemployer plan" as defined in Section 4001(a)(3) Title IV of ERISA or has withdrawn or expects to withdraw from any such multiemployer plan where such withdrawal has resulted or would result in any material no "withdrawal liability" (within the meaning amount of Section 4201 of ERISA) that has not been fully paid. None of the Company, any of its subsidiaries, any officer of the Company or any of its subsidiaries or any of the Benefit Plans which are subject to ERISA, including the Pension Plans, any trusts created thereunder or any trustee or 24 18 administrator thereof, has engaged in a "prohibited transactionunfunded benefit liabilities" (as such term is defined in Section 406 4001(a)(18) of ERISA ERISA; (f) No "accumulated funding deficiency" as such term is defined in Section 412(a) of the Code, whether or not waived, exists with respect to any Employee Benefit Plan; (g) Other than as set forth in Section 4.16(g) of the Disclosure Schedule, there is no Benefit Plan covering any employee or former employee of the Company that, individually or collectively, (x) could, as a result of the consummation of the transaction contemplated by this Agreement, give rise to the payment of any amount by the Company that would not be deductible pursuant to the terms of Section 280G of the Code or (y) that would, as a result of the consummation of the transaction contemplated by this Agreement, entitle any individual to any severance pay or accelerate the time of vesting of benefits or increase the amount of compensation due any employee; (h) The Company has no current or projected liability in respect of post-employment or post-retirement health or medical or life insurance benefits for retired or former employees of the Company, except as required under Section 4980B of the Code. All Benefit Plans subject to Section 4980B of the Code are in compliance with such section; and (i) No event has occurred that will or could subject any Benefit Plan to tax under Section 511 of the Code. No prohibited transaction (within the meaning of Section 4975 of the Code) or any other breach party-in-interest transaction (within the meaning of fiduciary responsibility that could subject the Company, any of its subsidiaries or any officer of the Company or any of its subsidiaries to any material tax or penalty on prohibited transactions imposed by such Section 4975 of ERISA or to any material liability under Section 502(i) or (l) 406 of ERISA. Neither ) has occurred with respect to any of such Benefit Plans nor any of such trusts plans. There has been terminated, nor has there been, nor is there expected to be, any "reportable event" (as that term is defined in Section 4043 of ERISA) as to which notice would be required with the Pension Benefit Guaranty Corporation (the "PBGC") with respect thereto, during the last five years, except that the Company's acquisition of Sylvxx Xxxxxxxx xxx reported to the PBGC under Section 4043(c)(10) of ERISA. (e) Neither the Company nor any subsidiary has no act or reasonably expects to incur liability under Title IV of ERISA (other than for the payment of premiums, none of which are overdue). Each Benefit Plan subject to Title IV of ERISA is fully funded in accordance with the actuarial assumptions used by the PBGC to determine the level of funding required in the event of the termination of such plan. No Commonly Controlled Entity has completely or partially terminated a plan subject to Title IV of ERISA within the last five years. None of the assets of the Company or any subsidiary is the subject of any lien arising under Section 302 of ERISA or Section 412(n) of the Code; neither the Company nor any subsidiary has been required to post any security under Section 307 of ERISA or Section 401(a)(29) of the Code; and no fact or event exists which could give rise to any such lien or requirement to post any such security. (f) Except as set forth in Section 4.12(f) of the Disclosure Schedule, no employee of the Company or any of its subsidiaries will be entitled to any additional benefits or any acceleration of the time of payment or vesting of any benefits under any Benefit Plan as a result of the transactions contemplated by this Agreement. (g) The Company and its subsidiaries have not incurred any liability under, and have complied in all respects with, the Worker Adjustment Retraining Notification Act and the rules and regulations promulgated thereunder ("WARN") and do not reasonably expect to incur any such liability as a result of actions taken or not taken prior to the Effective Time. The Company will advise Parent and Purchaser in writing of any material terminations, layoffs and reductions in hours from the date hereof through the Effective Time and will provide Parent and Purchaser with any related information that they may reasonably request. (h) Except as disclosed in Section 4.12(h) of the Disclosure Schedule, since December 31, 1996 there has not been any adoption or amendment in any material respect omission by the Company or any of its subsidiaries of any Benefit Plan. ERISA affiliate that has given rise to or may give rise to fines, penalties, taxes, or related charges under Section 502(c) or (i) Except as disclosed in or Section 4.12(i) 4071 of ERISA or Chapter 43 of the Disclosure Schedule, there exist no employment, consulting, severance, termination or indemnification agreements, arrangements or understandings between the Company or any of its subsidiaries and any current or former employee, officer, director or consultant of the Company or any of its subsidiaries, and there is no oral or written understanding or arrangement to enter into any such agreement with any such individualCode. (j) The Commonly Controlled Entities have complied in all material respects with the requirements of Part 6 of Subtitle B of Title I of ERISA and of Code Section 4980B.

Employee Benefits; ERISA. (a) description (or similar document) for each Schedule 3.20 hereto lists every Employee Benefit Plan (as hereinafter defined) of the Company. True and complete copies of each Employee Benefit Plan listed on Schedule 3.20 hereto including: (i) all trust agreements or other funding arrangements for which a summary plan description is required or was otherwise provided to plan participants or beneficiariessuch Employee Benefit Plans (including insurance contracts), and all amendments thereto, (vii) with respect to any such Employee Benefit Plans or amendments, all determination letters, rulings, opinion letters, information letters, or advisory opinions issued by the Internal Revenue Service or the Department of Labor, (iii) annual reports or returns, audited or unaudited financial statements, actuarial valuations and reports, and summary annual reports prepared for any Employee Benefit Plan with respect to the most recent three plan years, and (iv) the most recent IRS summary plan descriptions (and any material modifications thereto) have heretofore been furnished to Buyer. (b) Except as disclosed in Schedule 3.20, all of the Employee Benefit Plans and the related trusts subject to ERISA and the Code (as hereinafter defined) comply with and have been administered in compliance with (i) the provisions of ERISA, (ii) all provisions of the Code relating to qualification and tax exemption under Code Sections 401(a) and 501(a) or otherwise applicable to secure intended tax consequences, (iii) all applicable state or federal securities laws, and (iv) all other applicable laws, rules, regulations or ordinances, and the Company has not received any notice from any Governmental Authority (as hereinafter defined) questioning or challenging such compliance. All available government approvals for the Employee Benefit Plans have been obtained, including, but not limited to, timely determination letterletters on the qualification of the ERISA Plans (as hereinafter defined) and tax exemption of related trusts, if anyas applicable under the Code, and all such government approvals continue in full force and effect. No event has occurred which will or could give rise to disqualification of any such plan or loss of intended tax consequences under the Code or to any tax under Section 501 of the Code. No event has occurred for each which, and to the knowledge of the Sellers, no condition or set of circumstances exist under which the Company or any tax-qualified Employee Benefit Plan and (vi) each trust agreement and group annuity contract relating could be subject to any liability under ERISA Section 502(i) or Code Section 4975. (c) Except as disclosed in Schedule 3.20, no oral or written representation or communication with respect to any aspect of the Employee Benefit Plans has been made to employees of the Company prior to the date hereof which is not in accordance with the written or otherwise preexisting terms and provisions of such plans. Neither the Company nor any administrator or fiduciary of any Employee Benefit Plan (or any agent of any of the foregoing) has engaged in any transaction, or acted or failed to act in any manner which could subject the Company or Buyer to any direct or indirect liability (by indemnity or otherwise) for breach of any fiduciary, co-fiduciary or other duty under ERISA. There are no unresolved claims or disputes under the terms of, or in connection with, the Employee Benefit Plans other than claims for benefits which are payable in the ordinary course of business and no action, proceeding, prosecution, inquiry, hearing or investigation has been commenced with respect to any Employee Benefit Plan. (bd) All Pension Except as disclosed in Schedule 3.20, all Employee Benefit Plan documents and annual reports or returns, audited or unaudited financial statements, actuarial valuations, summary annual reports, and summary plan descriptions issued with respect to the Employee Benefit Plans are correct and related trusts that are intended to be tax-qualified plans complete, have been timely filed with the subject Internal Revenue Service, the Department of determination letters from Labor or distributed to participants under the IRS to the effect that such Pension Employee Benefit Plans and related trusts are qualified and exempt from federal income taxes under Sections 401(a) and 501(a(as required by law), respectively, of and there have been no changes in the Code, and no such determination letter has been revoked nor, to the knowledge of the Company, has revocation been threatened; no event has occurred and no circumstances exist that would adversely affect or would reasonably be likely to adversely affect the tax qualification of such Pension Plan nor has any such Pension Plan been amended since the date of its most recent determination letter or application therefor in any respect that would adversely affect or would reasonably be likely to adversely affect its qualification or materially increase its costs or require security under Section 302 of ERISAinformation set forth therein. (ce) Each Except as disclosed in Schedule 3.20, no "party in interest" (as defined in ERISA Section 3(14)) or "disqualified person" (as defined in Code Section 4975(e)(2)) of any Employee Benefit Plan has been administered in all material respects in accordance with its terms. The Benefit Plans are, and have been operated, in compliance in all material respects with the applicable provisions of ERISA, the Code and all other applicable Laws. All material contributions or payments required to be made to or in respect of the Benefit Plans has been timely made or provided for. No Benefit Plan has incurred an "accumulated funding deficiency" (within the meaning of Section 302 of ERISA or Section 412 of the Code), whether or not waived. All contributions, premiums or payments required to be made with respect to any Benefit Plan are fully deductible for income tax purposes and no such deduction previously claimed has been challenged by any Governmental Entity; provided, however, that no benefits under any nonqualified pension or deferred compensation plan are deductible until actually paid. There are no investigations by any Governmental Entity, termination proceedings or other claims (except claims for benefits payable in the normal operation of the Benefit Plans), suits or proceedings against or involving any Benefit Plan or asserting any rights to or claims for benefits under any Benefit Plan that could give rise to any material liability, and there are not any facts or circumstances that would reasonably be expected to give rise to any material liability in the event of any such investigation, claim, suit or proceeding. (d) No Commonly Controlled Entity is required to contribute to any "multiemployer plan" as defined in Section 4001(a)(3) of ERISA or has withdrawn or expects to withdraw from any such multiemployer plan where such withdrawal has resulted or would result engaged in any material "withdrawal liability" (within the meaning of Section 4201 of ERISA) that has not been fully paid. None of the Company, any of its subsidiaries, any officer of the Company or any of its subsidiaries or any of the Benefit Plans which are subject to ERISA, including the Pension Plans, any trusts created thereunder or any trustee or 24 18 administrator thereof, has engaged in a nonexempt "prohibited transaction" (as such term is defined described in Code Section 406 of ERISA or Section 4975 of the Code4975(c) or any other breach of fiduciary responsibility that could subject the Company, any of its subsidiaries or any officer of the Company or any of its subsidiaries to any material tax or penalty on prohibited transactions imposed by such ERISA Section 4975 of ERISA or to any material liability under Section 502(i) or (l) of ERISA. Neither any of such Benefit Plans nor any of such trusts has been terminated, nor has there been, nor is there expected to be, any "reportable event" (as that term is defined in Section 4043 of ERISA) as to which notice would be required with the Pension Benefit Guaranty Corporation (the "PBGC") with respect thereto, during the last five years, except that the Company's acquisition of Sylvxx Xxxxxxxx xxx reported to the PBGC under Section 4043(c)(10) of ERISA406). (e) Neither the Company nor any subsidiary has or reasonably expects to incur liability under Title IV of ERISA (other than for the payment of premiums, none of which are overdue). Each Benefit Plan subject to Title IV of ERISA is fully funded in accordance with the actuarial assumptions used by the PBGC to determine the level of funding required in the event of the termination of such plan. No Commonly Controlled Entity has completely or partially terminated a plan subject to Title IV of ERISA within the last five years. None of the assets of the Company or any subsidiary is the subject of any lien arising under Section 302 of ERISA or Section 412(n) of the Code; neither the Company nor any subsidiary has been required to post any security under Section 307 of ERISA or Section 401(a)(29) of the Code; and no fact or event exists which could give rise to any such lien or requirement to post any such security. (f) Except as set forth in Section 4.12(f) of the Disclosure Schedule, no employee of the Company or any of its subsidiaries will be entitled to any additional benefits or any acceleration of the time of payment or vesting of any benefits under any Benefit Plan as a result of the transactions contemplated by this Agreement. (g) The Company and its subsidiaries have not incurred any liability under, and have complied in all respects with, the Worker Adjustment Retraining Notification Act and the rules and regulations promulgated thereunder ("WARN") and do not reasonably expect to incur any such liability as a result of actions taken or not taken prior to the Effective Time. The Company will advise Parent and Purchaser in writing of any material terminations, layoffs and reductions in hours from the date hereof through the Effective Time and will provide Parent and Purchaser with any related information that they may reasonably request. (h) Except as disclosed in Section 4.12(h) of the Disclosure Schedule, since December 31, 1996 there has not been any adoption or amendment in any material respect by the Company or any of its subsidiaries of any Benefit Plan. (i) Except as disclosed in Section 4.12(i) of the Disclosure Schedule, there exist no employment, consulting, severance, termination or indemnification agreements, arrangements or understandings between the Company or any of its subsidiaries and any current or former employee, officer, director or consultant of the Company or any of its subsidiaries, and there is no oral or written understanding or arrangement to enter into any such agreement with any such individual. (j) The Commonly Controlled Entities have complied in all material respects with the requirements of Part 6 of Subtitle B of Title I of ERISA and of Code Section 4980B.

Employee Benefits; ERISA. Part 3.21 of the Disclosure Letter lists each Employee Plan. The Company has furnished or made available to the Buyer copies of the Employee Plans (and, if applicable, related trust agreements) and all amendments thereto and written interpretations thereof together with the most recent annual report (Form 5500 including, if applicable, Schedule B thereto) and the most recent actuarial valuation report prepared in connection with any Employee Plan. Except as set forth in Part 3.21 of the Disclosure Letter: (a) description each Employee Plan has been operated and administered in material compliance with its terms and applicable Legal Requirements including, but not limited to, ERISA and the IRC, and each Pension Plan that is intended to be qualified under Section 401(a) of the IRC and each related trust which is intended to be qualified under Section 501(a) of the IRC has received a favorable determination letter from the Internal Revenue Service (or similar document) for each Benefit opinion letter in the case of a prototype plan), and to the Knowledge of the Company there are no circumstances that are reasonably likely to result in such Pension Plan for which a summary plan description is required or was otherwise provided related trust failing to plan participants be so qualified or beneficiaries, (v) the most recent IRS favorable determination letter, if any, for each Benefit Plan and (vi) each trust agreement and group annuity contract relating to any Benefit Plan.letter being revoked or not being reissued; (b) All Pension Plans and related trusts that are intended there is no pending or Threatened Proceeding by any Governmental Body relating to be tax-qualified plans have been any of the subject of determination letters from the IRS Employee Plans, or to the effect that such Pension Plans and related trusts are qualified and exempt from federal income taxes under Sections 401(a) and 501(a)Company's Knowledge, respectively, of the Code, and no such determination letter has been revoked nor, to the knowledge of the Company, has revocation been threatened; no event has occurred and no circumstances exist that would adversely affect any fiduciary thereof or would reasonably be likely to adversely affect the tax qualification of such Pension Plan nor has any such Pension Plan been amended since the date of its most recent determination letter or application therefor in any respect that would adversely affect or would reasonably be likely to adversely affect its qualification or materially increase its costs or require security under Section 302 of ERISA.service provider thereto; (c) Each Benefit the Company has not engaged in a transaction with respect to any Employee Plan that could subject any such plan to a material Tax or penalty imposed by either Section 4975 of the IRC or Section 502(i) of ERISA; (d) no Liability under Subtitle C or D of Title IV of ERISA has been administered in all material respects in accordance or is reasonably likely to be incurred by the Company, any of its Subsidiaries or ERISA Affiliates with its terms. The Benefit Plans arerespect to any ongoing, and have been operatedfrozen or terminated "single-employer plan", in compliance in all material respects with within the applicable provisions meaning of Section 4001(a)(15) of ERISA, currently or formerly maintained by any of them, none of the Code Company or its Subsidiaries or ERISA Affiliates has contributed to a "multiemployer plan", within the meaning of Section 3(37) of ERISA, at any time, no notice of a "reportable event", within the meaning of Section 4043 of ERISA for which the 30 day reporting requirement has not been waived, other than pursuant to Pension Benefit Guaranty Corporation Reg. Section 4043.66, has been required to be filed for any of the Company's Pension Plans or by any of its ERISA Affiliates within the 12 month period ending on the date hereof, and neither the Company, its Subsidiaries nor its ERISA Affiliates have, either individually or jointly, engaged in, or is a successor or parent to an entity that has engaged in, a transaction described in Section 4069 or 4212(c) of ERISA; (e) all other applicable Laws. All material contributions or payments required to be made to or in respect under the terms of any of the Benefit Employee Plans has have been timely made or provided for. No Benefit Plan have been reflected (with an adjustment for proportional accruals with respect to the period ending on the Closing Date) on the Company's consolidated financial statements included in any of its regulatory filings, none of the Company's Pension Plans or any single-employer plan of any of its ERISA Affiliates has incurred an "accumulated funding deficiency" (whether or not waived) within the meaning of Section 412 of the IRC or Section 302 of ERISA or Section 412 of the Code), whether or not waived. All contributions, premiums or payments required to be made with respect to any Benefit Plan are fully deductible for income tax purposes and no such deduction previously claimed has been challenged by any Governmental Entity; provided, however, that no benefits under any nonqualified pension or deferred compensation plan are deductible until actually paid. There are no investigations by any Governmental Entity, termination proceedings or other claims (except claims for benefits payable in the normal operation of the Benefit Plans), suits or proceedings against or involving any Benefit Plan or asserting any rights to or claims for benefits under any Benefit Plan that could give rise to any material liability, and there are not any facts or circumstances that would reasonably be expected to give rise to any material liability in the event of any such investigation, claim, suit or proceeding. (d) No Commonly Controlled Entity is required to contribute to any "multiemployer plan" as defined in Section 4001(a)(3) of ERISA or has withdrawn or expects to withdraw from any such multiemployer plan where such withdrawal has resulted or would result in any material "withdrawal liability" (within the meaning of Section 4201 of ERISA) that has not been fully paid. None of the Company, any of its subsidiaries, any officer none of the Company or any of its subsidiaries or any of the Benefit Plans which are subject to ERISAERISA Affiliates has an outstanding funding waiver, including the Pension Plans, any trusts created thereunder or any trustee or 24 18 administrator thereof, has engaged in a "prohibited transaction" (as such term is defined in Section 406 of ERISA or Section 4975 of the Code) or any other breach of fiduciary responsibility that could subject the Company, any of its subsidiaries or any officer of the Company or any of its subsidiaries to any material tax or penalty on prohibited transactions imposed by such Section 4975 of ERISA or to any material liability under Section 502(i) or (l) of ERISA. Neither any of such Benefit Plans nor any of such trusts has been terminated, nor has there been, nor is there expected to be, any "reportable event" (as that term is defined in Section 4043 of ERISA) as to which notice would be required with the Pension Benefit Guaranty Corporation (the "PBGC") with respect thereto, during the last five years, except that the Company's acquisition of Sylvxx Xxxxxxxx xxx reported to the PBGC under Section 4043(c)(10) of ERISA. (e) Neither the Company nor any subsidiary has or reasonably expects to incur liability under Title IV of ERISA (other than for the payment of premiums, none of which are overdue). Each Benefit Plan subject to Title IV of ERISA is fully funded in accordance with the actuarial assumptions used by the PBGC to determine the level of funding required in the event of the termination of such plan. No Commonly Controlled Entity has completely or partially terminated a plan subject to Title IV of ERISA within the last five years. None of the assets of the Company or any subsidiary is the subject of any lien arising under Section 302 of ERISA or Section 412(n) of the Code; and neither the Company nor any subsidiary of its Subsidiaries has been provided, or is required to post provide, security to any security under Section 307 of its Pension Plans or to any single-employer plan of any of its ERISA or Affiliates pursuant to Section 401(a)(29) of the Code; and no fact or event exists which could give rise to any such lien or requirement to post any such security.IRC; (f) Except as set forth in Section 4.12(fthere has been no amendment to, written interpretation of or announcement (whether or not written) of by the Disclosure ScheduleCompany, no employee of the Company its Subsidiaries or any of their ERISA Affiliates relating to, or change in employee participation or coverage under, any Employee Plan that would increase materially the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the most recent fiscal year ended prior to the Closing Date; (g) neither the Company nor any of its subsidiaries Subsidiaries has any obligations for retiree health and life benefits under any Employee Plan or collective bargaining agreement, and the Company and its Subsidiaries may amend or terminate any such retiree health or life plan at any time without incurring any Liability thereunder other than in respect of claims incurred prior to such amendment or termination; and (h) the consummation of the Contemplated Transactions will be entitled to not (i) entitle any additional benefits of the Company's current or former employees or any acceleration current or former employees of its Subsidiaries to severance pay or any increase in severance pay, (ii) accelerate the time of payment or vesting or trigger any payment or funding (through a grantor trust or otherwise) of compensation or benefits under, increase the amount payable or trigger any benefits under other obligation pursuant to, any Benefit Plan as a result of the transactions contemplated by this Agreement. Employee Plans or (giii) The Company and its subsidiaries have not incurred cause any liability under, and have complied in all respects with, the Worker Adjustment Retraining Notification Act and the rules and regulations promulgated thereunder ("WARN") and do not reasonably expect amounts to incur any such liability as a result of actions taken or not taken prior to the Effective Time. The Company will advise Parent and Purchaser in writing of any material terminations, layoffs and reductions in hours from the date hereof through the Effective Time and will provide Parent and Purchaser with any related information that they may reasonably request. (h) Except as disclosed in be non-deductible under Section 4.12(h) 280G of the Disclosure Schedule, since December 31, 1996 there has not been any adoption or amendment in any material respect by the Company or any of its subsidiaries of any Benefit PlanIRC. (i) Except as disclosed in Section 4.12(i) of the Disclosure Schedule, there exist no employment, consulting, severance, termination or indemnification agreements, arrangements or understandings between the Company or any of its subsidiaries and any current or former employee, officer, director or consultant of the Company or any of its subsidiaries, and there is no oral or written understanding or arrangement to enter into any such agreement with any such individual. (j) The Commonly Controlled Entities have complied in all material respects with the requirements of Part 6 of Subtitle B of Title I of ERISA and of Code Section 4980B.

Employee Benefits; ERISA. Part 3.21 of the Disclosure Letter lists each material Employee Plan. The Company has furnished or made available to the Buyer copies of the Employee Plans (and, if applicable, related trust agreements) and all amendments thereto and written interpretations thereof together with the most recent annual report (Form 5500 including, if applicable, Schedule B thereto) and the most recent actuarial valuation report prepared in connection with any Employee Plan. Except as set forth in Part 3.21 of the Disclosure Letter: (a) description each Employee Plan has been operated and administered (i) in accordance with its terms and (ii) in material compliance with applicable Legal Requirements including, but not limited to, ERISA and the IRC, and each Pension Plan that is intended to be qualified under Section 401(a) of the IRC and each related trust which is intended to be qualified under Section 501(a) of the IRC has received a favorable determination letter from the Internal Revenue Service (or similar documentopinion letter in the case of a prototype plan) for each Benefit and to the Knowledge of the Company, there are no circumstances that would reasonably be expected to result in such Pension Plan for which a summary plan description is required or was otherwise provided related trust failing to plan participants be so qualified or beneficiaries, (v) the most recent IRS favorable determination letter, if any, for each Benefit Plan and (vi) each trust agreement and group annuity contract relating to any Benefit Plan.letter being revoked or not being reissued; (b) All Pension Plans and related trusts that are intended to be tax-qualified plans have been the subject of determination letters from the IRS to the effect that such Pension Plans and related trusts are qualified and exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the Code, and there is no such determination letter has been revoked norpending or, to the knowledge Knowledge of the Company, has revocation been threatened; no event has occurred and no circumstances exist that would adversely affect Threatened Proceeding by any Governmental Body relating to any of the Employee Plans or, to the Knowledge of the Company, relating to any fiduciary thereof or would reasonably service provider thereto, nor is there any reasonable basis for any of the foregoing to be likely to adversely affect the tax qualification of such Pension Plan nor has any such Pension Plan been amended since the date of its most recent determination letter or application therefor in any respect that would adversely affect or would reasonably be likely to adversely affect its qualification or materially increase its costs or require security under Section 302 of ERISA.initiated; (c) Each Benefit the Company has not engaged in a transaction with respect to any Employee Plan that could subject any such plan to a material Tax or penalty imposed by either Section 4975 of the IRC or Section 502(i) of ERISA; (d) no liability under Subtitle C or D of Title IV of ERISA has been administered in all material respects in accordance or is reasonably expected to be incurred by the Company, any of its Subsidiaries or ERISA Affiliates with its terms. The Benefit Plans arerespect to any ongoing, and have been operatedfrozen or terminated "single-employer plan", in compliance in all material respects with within the applicable provisions meaning of Section 4001(a)(15) of ERISA, currently or formerly maintained by any of them, none of the Code Company or its Subsidiaries or ERISA Affiliates has contributed to a "multiemployer plan", within the meaning of Section 3(37) of ERISA, at any time, no notice of a "reportable event", within the meaning of Section 4043 of ERISA for which the 30 day reporting requirement has not been waived, other than pursuant to Pension Benefit Guaranty Corporation Reg. Section 4043.66, has been required to be filed for any of the Company's Pension Plans or by any of its ERISA Affiliates within the 12 month period ending on the date hereof, and neither the Company, its Subsidiaries nor its ERISA Affiliates have, either individually or jointly, engaged in, or is a successor or parent to an entity that has engaged in, a transaction described in Section 4069 or 4212(c) of ERISA; (e) all other applicable Laws. All material contributions or payments required to be made to or in respect under the terms of any of the Benefit Employee Plans has have been timely made or provided for. No Benefit Plan have been reflected (with an adjustment for proportional accruals with respect to the period ending on the Closing Date) on the Company's consolidated financial statements included in any of its regulatory filings, none of the Company's Pension Plans or any single-employer plan of any of its ERISA Affiliates has incurred an "accumulated funding deficiency" (whether or not waived) within the meaning of Section 412 of the IRC or Section 302 of ERISA or Section 412 of the Code), whether or not waived. All contributions, premiums or payments required to be made with respect to any Benefit Plan are fully deductible for income tax purposes and no such deduction previously claimed has been challenged by any Governmental Entity; provided, however, that no benefits under any nonqualified pension or deferred compensation plan are deductible until actually paid. There are no investigations by any Governmental Entity, termination proceedings or other claims (except claims for benefits payable in the normal operation of the Benefit Plans), suits or proceedings against or involving any Benefit Plan or asserting any rights to or claims for benefits under any Benefit Plan that could give rise to any material liability, and there are not any facts or circumstances that would reasonably be expected to give rise to any material liability in the event of any such investigation, claim, suit or proceeding. (d) No Commonly Controlled Entity is required to contribute to any "multiemployer plan" as defined in Section 4001(a)(3) of ERISA or has withdrawn or expects to withdraw from any such multiemployer plan where such withdrawal has resulted or would result in any material "withdrawal liability" (within the meaning of Section 4201 of ERISA) that has not been fully paid. None of the Company, any of its subsidiaries, any officer none of the Company or any of its subsidiaries or any of the Benefit Plans which are subject to ERISAERISA Affiliates has an outstanding funding waiver, including the Pension Plans, any trusts created thereunder or any trustee or 24 18 administrator thereof, has engaged in a "prohibited transaction" (as such term is defined in Section 406 of ERISA or Section 4975 of the Code) or any other breach of fiduciary responsibility that could subject the Company, any of its subsidiaries or any officer of the Company or any of its subsidiaries to any material tax or penalty on prohibited transactions imposed by such Section 4975 of ERISA or to any material liability under Section 502(i) or (l) of ERISA. Neither any of such Benefit Plans nor any of such trusts has been terminated, nor has there been, nor is there expected to be, any "reportable event" (as that term is defined in Section 4043 of ERISA) as to which notice would be required with the Pension Benefit Guaranty Corporation (the "PBGC") with respect thereto, during the last five years, except that the Company's acquisition of Sylvxx Xxxxxxxx xxx reported to the PBGC under Section 4043(c)(10) of ERISA. (e) Neither the Company nor any subsidiary has or reasonably expects to incur liability under Title IV of ERISA (other than for the payment of premiums, none of which are overdue). Each Benefit Plan subject to Title IV of ERISA is fully funded in accordance with the actuarial assumptions used by the PBGC to determine the level of funding required in the event of the termination of such plan. No Commonly Controlled Entity has completely or partially terminated a plan subject to Title IV of ERISA within the last five years. None of the assets of the Company or any subsidiary is the subject of any lien arising under Section 302 of ERISA or Section 412(n) of the Code; and neither the Company nor any subsidiary of its Subsidiaries has been provided, or is required to post provide, security to any security under Section 307 of its Pension Plans or to any single-employer plan of any of its ERISA or Affiliates pursuant to Section 401(a)(29) of the Code; and no fact or event exists which could give rise to any such lien or requirement to post any such security.IRC; (f) Except as set forth in Section 4.12(fthere has been no amendment to, written interpretation of or announcement (whether or not written) of by the Disclosure ScheduleCompany, no employee of the Company its Subsidiaries or any of their ERISA Affiliates relating to, or change in employee participation or coverage under, any Employee Plan that would increase materially the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the most recent fiscal year ended prior to the Closing Date. (g) neither the Company nor any of its subsidiaries Subsidiaries has any obligations for retiree health and life benefits under any Employee Plan or collective bargaining agreement, and the Company and its Subsidiaries may amend or terminate any such retiree health or life plan at any time without incurring any liability thereunder other than in respect of claims incurred prior to such amendment or termination; and (h) the consummation of the Contemplated Transactions will be entitled to not (i) entitle any additional benefits of the Company's current or former employees or any acceleration current or former employees of its Subsidiaries to severance pay or any increase in severance pay, (ii) accelerate the time of payment or vesting or trigger any payment or funding (through a grantor trust or otherwise) of compensation or benefits under, increase the amount payable or trigger any benefits under other obligation pursuant to, any Benefit Plan as a result of the transactions contemplated by this Agreement. Employee Plans or (giii) The Company and its subsidiaries have not incurred cause any liability under, and have complied in all respects with, the Worker Adjustment Retraining Notification Act and the rules and regulations promulgated thereunder ("WARN") and do not reasonably expect amounts to incur any such liability as a result of actions taken or not taken prior to the Effective Time. The Company will advise Parent and Purchaser in writing of any material terminations, layoffs and reductions in hours from the date hereof through the Effective Time and will provide Parent and Purchaser with any related information that they may reasonably request. (h) Except as disclosed in be non-deductible under Section 4.12(h) 280G of the Disclosure Schedule, since December 31, 1996 there has not been any adoption or amendment in any material respect by the Company or any of its subsidiaries of any Benefit PlanIRC. (i) Except as disclosed in Section 4.12(i) of the Disclosure Schedule, there exist no employment, consulting, severance, termination or indemnification agreements, arrangements or understandings between the Company or any of its subsidiaries and any current or former employee, officer, director or consultant of the Company or any of its subsidiaries, and there is no oral or written understanding or arrangement to enter into any such agreement with any such individual. (j) The Commonly Controlled Entities have complied in all material respects with the requirements of Part 6 of Subtitle B of Title I of ERISA and of Code Section 4980B.

Employee Benefits; ERISA. (a) description (Section 4.13 of the Company Disclosure Schedule contains a correct and complete list identifying each US Employee Plan. Copies, descriptions or similar document) for summaries of each Benefit US Employee Plan for which a summary plan description is required and any amendments thereto have been made available in the data room or was otherwise provided to Parent, and copies of, to the extent applicable, any related written trust or funding agreements or insurance policies, amendments thereto, prospectuses or summary plan participants or beneficiariesdescriptions relating thereto, (v) for any US based entity, and the most recent IRS determination letterannual report (Form 5500 including, if anyapplicable, for each Benefit Plan Schedule B thereto) and tax return (viForm 990) each trust agreement and group annuity contract relating prepared in connection therewith have been made available to any Benefit PlanParent. (b) All Pension Plans and related trusts that are intended to be tax-qualified plans have been the subject of determination letters from the IRS to the effect that such Pension Plans and related trusts are qualified and exempt from federal income taxes under Sections 401(a) and 501(a), respectively, As of the CodeBalance Sheet Date, the fair market value of the assets of each Title IV Plan, excluding for these purposes any accrued but unpaid contributions, exceeded the present value of all benefits accrued under such Title IV Plan determined on a termination basis using the assumptions established by the PBGC as in effect on such date. Neither the Company nor any of its ERISA Affiliates contributes to (or is required to contribute to) any “multiemployer plan”, as defined in Section 3(37) of ERISA, and no such determination letter neither the Company nor any of its ERISA Affiliate (nor any of their predecessors) has within the past 6 years contributed to (or been revoked nor, required to the knowledge of the Company, has revocation been threatened; no event has occurred and no circumstances exist that would adversely affect or would reasonably be likely to adversely affect the tax qualification of such Pension Plan nor has contribute to) any such Pension Plan been amended since the date of its most recent determination letter or application therefor in any respect that would adversely affect or would reasonably be likely to adversely affect its qualification or materially increase its costs or require security under Section 302 of ERISAplan. (c) Each Benefit Plan has been administered in all material respects in accordance with its terms. The Benefit Plans are, and have been operated, in compliance in all material respects with the applicable provisions of ERISA, the Code and all other applicable Laws. All material contributions or payments required to be made to or in respect of the Benefit Plans has been timely made or provided for. No Benefit Plan has incurred an "accumulated funding deficiency" (within the meaning of Section 302 of ERISA or Section 412 of the Code), whether or not waived. All contributions, premiums or payments required to be made with respect to any Benefit Plan are fully deductible for income tax purposes and no such deduction previously claimed has been challenged transaction prohibited by any Governmental Entity; provided, however, that no benefits under any nonqualified pension or deferred compensation plan are deductible until actually paid. There are no investigations by any Governmental Entity, termination proceedings or other claims (except claims for benefits payable in the normal operation of the Benefit Plans), suits or proceedings against or involving any Benefit Plan or asserting any rights to or claims for benefits under any Benefit Plan that could give rise to any material liability, and there are not any facts or circumstances that would reasonably be expected to give rise to any material liability in the event of any such investigation, claim, suit or proceeding. (d) No Commonly Controlled Entity is required to contribute to any "multiemployer plan" as defined in Section 4001(a)(3) of ERISA or has withdrawn or expects to withdraw from any such multiemployer plan where such withdrawal has resulted or would result in any material "withdrawal liability" (within the meaning of Section 4201 of ERISA) that has not been fully paid. None of the Company, any of its subsidiaries, any officer of the Company or any of its subsidiaries or any of the Benefit Plans which are subject to ERISA, including the Pension Plans, any trusts created thereunder or any trustee or 24 18 administrator thereof, has engaged in a "prohibited transaction" (as such term is defined in Section 406 of ERISA or Section 4975 of the Code) Code has occurred with respect to any employee benefit plan or any other breach arrangement which is covered by Title I of fiduciary responsibility that could subject the CompanyERISA, any of its subsidiaries which transaction has or any officer of will cause the Company or any of its subsidiaries Subsidiaries to incur any material tax or penalty on prohibited transactions imposed by such Section 4975 of ERISA or to any material liability under ERISA, the Code or otherwise, excluding transactions effected pursuant to and in compliance with a statutory or administrative exemption. No US Employee Plan is in “at risk” status within the meaning of Section 502(i) or (l) 303 of ERISA. Neither any of such Benefit Plans nor any of such trusts has been terminated, nor has there been, nor is there expected to be, any "No “reportable event" (as that term is defined in ”, within the meaning of Section 4043 of ERISA) as , other than a “reportable event” that would not reasonably be expected to which notice would be required with the Pension Benefit Guaranty Corporation (the "PBGC") with respect thereto, during the last five years, except that the Company's acquisition of Sylvxx Xxxxxxxx xxx reported material to the PBGC under Company and its Subsidiaries taken as a whole, and no event described in Section 4043(c)(10) 4062 or 4063 of ERISA. (e) , has occurred in connection with any US Employee Plan. Neither the Company nor any subsidiary of its ERISA Affiliates has (i) engaged in, or is a successor or parent corporation to an entity that has engaged in, a transaction described in Sections 4069 or 4212(c) of ERISA or (ii) incurred, or reasonably expects to incur prior to the Closing Date, (A) any liability under Title IV of ERISA arising in connection with the termination of, or a complete or partial withdrawal from, any plan covered or previously covered by Title IV of ERISA or (other than B) any liability under Section 4971 of the Code that in either case could become a liability of the Company or any Subsidiary or Parent or any of its ERISA Affiliates after the Closing Date. No condition exists that could constitute grounds for termination by the payment PBGC of premiums, none of which are overdue). Each Benefit Plan any employee benefit plan that is subject to Title IV of ERISA that is fully funded in accordance with the actuarial assumptions used maintained by the PBGC to determine the level Company, any Subsidiary or any of funding required in the event their ERISA Affiliates. The assets of the termination Company and all of such plan. No Commonly Controlled Entity has completely or partially terminated a plan its Subsidiaries are not now, nor will they after the passage of time be, subject to Title IV of ERISA within the last five years. None any lien imposed under Section 412(n) of the assets Code by reason of a failure of the Company or any subsidiary is the subject of any lien arising Subsidiary to make timely installments or other payments required under Section 302 412 of ERISA the Code. (d) All contributions and payments accrued under each US Employee Plan, determined in accordance with prior funding and accrual practices, as adjusted to include proportional accruals for the period ending as of the date hereof, have been discharged and paid on or prior to the date hereof except to the extent reflected as a liability on its most recent annual balance sheet. (e) Each material US Employee Plan that is intended to be qualified under Section 412(n401(a) of the Code; neither the Company nor any subsidiary Code is so qualified and has been required to post so qualified during the period since its adoption. Each trust created under any security such US Employee Plan by it is exempt from tax under Section 307 of ERISA or Section 401(a)(29501(a) of the Code and has been so exempt since its creation. The Company has made available to Parent copies of the most recent determination letter of the Internal Revenue Service relating to each such material US Employee Plan. Each material US Employee Plan has been maintained in substantial compliance with its terms and with Applicable Law, including ERISA and the Code; , and there is no fact material action, suit, investigation, audit or event exists which could give rise proceeding pending against or involving or, to its knowledge threatened against or involving, any such lien US Employee Plan before any court or requirement to post arbitrator or any such securitystate, federal or local governmental body, agency or official. (f) Except as set forth in Section 4.12(f4.13(f) of the Company Disclosure ScheduleSchedule contains a correct and complete list identifying each International Plan (other than any individual agreement with an employee unless such employee is earning more than US$150,000 or the equivalent in another currency). Copies or descriptions or summaries of each such International Plan and any amendments thereto have been made available in the data room or otherwise provided to Parent, and copies of, to the extent applicable, any related written trust or funding agreements or insurance policies, amendments thereto, actuarial reports relating thereto and prospectuses or summary plan descriptions relating thereto have been made available to Parent. Each of the Company’s material International Plans has been maintained in substantial compliance with its terms and with Applicable Law (including any special provisions relating to qualified plans where such material International Plan was intended to so qualify) and has been maintained in good standing with the applicable regulatory authorities. According to the actuarial assumptions and valuations most recently used for the purpose of funding each material International Plan (or, if the same has no employee such assumptions and valuations or is unfunded or is not subject to statutory funding requirements, according to the applicable actuarial assumptions and valuations on the date hereof), as of the most recent such valuation, the total amount or value of the funds available under such material International Plan to pay benefits accrued thereunder or segregated in respect of such accrued benefits, together with any reserve or accrual with respect thereto, exceeded the present value of all benefits (actual or contingent) accrued as of such date of all participants and past participants therein in respect of which the Company or any of its subsidiaries will be entitled to Subsidiaries has or would have after the Closing any additional benefits obligation. (g) There has been no amendment to, written interpretation of, change in participation or coverage under or announcement (whether or not written) by the Company or any acceleration of its Subsidiaries relating to or any material US Employee Plan or material International Plan of the time Company that would materially increase the expense of payment maintaining such material US Employee Plan or vesting material International Plan above the level of any benefits under any Benefit expense incurred in respect thereof for the most recent fiscal year ended prior to the date hereof. (h) No US Employee Plan or International Plan of the Company exists that, as a result of the transactions contemplated by this Agreement. (g) The Company and its subsidiaries have not incurred any liability under, and have complied in all respects with, the Worker Adjustment Retraining Notification Act Agreement and the rules and regulations promulgated thereunder Securities Purchase Agreement ("WARN") and do not reasonably expect whether alone or in connection with other events), could result in the payment to incur any such liability as a result of actions taken or not taken prior to the Effective Time. The Company will advise Parent and Purchaser in writing of any material terminations, layoffs and reductions in hours from the date hereof through the Effective Time and will provide Parent and Purchaser with any related information that they may reasonably request. (h) Except as disclosed in Section 4.12(h) of the Disclosure Schedule, since December 31, 1996 there has not been any adoption or amendment in any material respect by the Company or any of its subsidiaries of any Benefit Plan. (i) Except as disclosed in Section 4.12(i) of the Disclosure Schedule, there exist no employment, consulting, severance, termination or indemnification agreements, arrangements or understandings between the Company or any of its subsidiaries and any current or former employee, officer, director or consultant independent contractor of the Company or any of its subsidiariesSubsidiaries of any money or other property or could result in the acceleration or provision of any other rights or benefits to any current or former employee, and there is no oral director or written understanding independent contractor of the Company or arrangement to enter into any of its Subsidiaries, whether or not such agreement with any such individualpayment, right or benefit would constitute a “parachute payment” within the meaning of Section 280G of the Code. (j) The Commonly Controlled Entities have complied in all material respects with the requirements of Part 6 of Subtitle B of Title I of ERISA and of Code Section 4980B.

Employee Benefits; ERISA. (a) description (or similar document) for each Except as would not reasonably be expected to have a Material Adverse Effect, none of the Employee Benefit Plan for which a summary plan description Plans is required or was otherwise provided subject to plan participants or beneficiaries, (v) the most recent IRS determination letter, if any, for each Benefit Plan and (vi) each trust agreement and group annuity contract relating to any Benefit PlanTitle IV of ERISA. (b) All Pension Except as would not reasonably be expected to have a Material Adverse Effect, each of the Employee Benefit Plans and its related trusts that are trust intended to be tax-qualified plans have been qualify under Sections 401 and 501(a) of the Code so qualifies and, except as disclosed on Item 4.14(b) of the Disclosure Schedule ("Determination Letters; Qualification"), is the subject of a favorable determination letters from the IRS letter which covers all changes to the effect that such Pension Plans and related trusts are qualified and exempt from federal income taxes under Sections 401(aplan for which the remedial amendment period (within the meaning of section 401(b)) and 501(ahas expired and, except as disclosed on Item 4.14(b) of the Disclosure Schedule ("Determination Letters; Qualification"), respectivelynothing has occurred with respect to the operation of any such plan which could cause the loss of such qualification or exemption or the imposition of any liability, of penalty or tax under ERISA or the Code, and no such determination letter has been revoked nor, to the knowledge of the Company, has revocation been threatened; no event has occurred and no circumstances exist that would adversely affect or would reasonably be likely to adversely affect the tax qualification of such Pension Plan nor has any such Pension Plan been amended since the date of its most recent determination letter or application therefor in any respect that would adversely affect or would reasonably be likely to adversely affect its qualification or materially increase its costs or require security under Section 302 of ERISA. (c) Each Benefit Plan has been administered in all material respects in accordance with its terms. The Benefit Plans are, and have been operated, in compliance in all material respects with the applicable provisions of ERISA, the Code and all other applicable Laws. All material contributions or payments required to be made to or in respect of the Benefit Plans has been timely made or provided for. No Benefit Plan has incurred an "accumulated funding deficiency" (within the meaning of Section 302 of ERISA or Section 412 of the Code), whether or Except as would not waived. All contributions, premiums or payments required to be made with respect to any Benefit Plan are fully deductible for income tax purposes and no such deduction previously claimed has been challenged by any Governmental Entity; provided, however, that no benefits under any nonqualified pension or deferred compensation plan are deductible until actually paid. There are no investigations by any Governmental Entity, termination proceedings or other claims (except claims for benefits payable in the normal operation of the Benefit Plans), suits or proceedings against or involving any Benefit Plan or asserting any rights to or claims for benefits under any Benefit Plan that could give rise to any material liability, and there are not any facts or circumstances that would reasonably be expected to give rise to any material liability in have a Material Adverse Effect and except as disclosed on Item 4.14(c) of the event Disclosure Schedule ("Required Payments"), all payments (including contributions) required by Applicable Law or by the terms of any such investigationMultiemployer Plan, claim, suit Employee Benefit Plan or proceedingany agreement relating thereto have been timely made (including any valid extension). (d) No Commonly Controlled Entity is required Except as would not reasonably be expected to contribute have a Material Adverse Effect, there are no legal proceedings pending or threatened in writing against any Employee Benefit Plan, the assets of any trust under any Employee Benefit Plan, or the plan sponsor, plan administrator or any fiduciary of any Employee Benefit Plan with respect to the administration or operation of such plans. (e) Except as would not reasonably be expected to have a Material Adverse Effect, each of the Employee Benefit Plans has been maintained in accordance with its terms and all Applicable Law. (f) Except as would not reasonably be expected to have a Material Adverse Effect, there have been no acts or omissions by the Company or any "multiemployer plan" as defined in Section 4001(a)(3) of its ERISA Affiliates which have given rise to or may give rise to fines, penalties, taxes or related charges under section 502 of ERISA or has withdrawn Chapters 43, 47, 68 or expects to withdraw from any such multiemployer plan where such withdrawal has resulted or would result in any material "withdrawal liability" (within the meaning of Section 4201 of ERISA) that has not been fully paid. None 100 of the Company, Code for which the Company or any of its subsidiariesERISA Affiliates may be liable. (g) Except as would not reasonably be expected to have a Material Adverse Effect, any officer none of the Company or any of its subsidiaries Subsidiaries has any liability or contingent liability for providing, under any Employee Benefit Plan or otherwise, any post-retirement medical or life insurance benefits, other than statutory liability for providing group health plan continuation coverage under Part 6 of Title I of ERISA and section 4980B of the Benefit Plans which are subject Code or applicable state law. (h) Except as would not reasonably be expected to ERISAhave a Material Adverse Effect, including the Pension Company and its Subsidiaries would have no liability if a complete withdrawal occurred with respect to each Multiemployer Plan immediately after the Closing Date. Except as would not reasonably be expected to have a Material Adverse Effect, with respect to the Multiemployer Plans, any trusts created thereunder or any trustee or 24 18 administrator thereof, has engaged in a "prohibited transaction" : (i) all contributions have been made as such term is defined in Section 406 of ERISA or Section 4975 required by the terms of the Codeplans, the terms of any collective bargaining agreements and applicable law; (ii) or any other breach of fiduciary responsibility that could subject the Company, any of its subsidiaries or any officer none of the Company or any of its subsidiaries to ERISA Affiliates has withdrawn, partially withdrawn, or received any material tax notice of any claim or penalty on prohibited transactions imposed by such Section 4975 of ERISA demand for withdrawal liability or to any material liability under Section 502(i) or (l) of ERISA. Neither any of such Benefit Plans nor any of such trusts has been terminated, nor has there been, nor is there expected to be, any "reportable event" (as that term is defined in Section 4043 of ERISA) as to which notice would be required with the Pension Benefit Guaranty Corporation (the "PBGC") with respect thereto, during the last five years, except that the Company's acquisition of Sylvxx Xxxxxxxx xxx reported to the PBGC under Section 4043(c)(10) of ERISA.partial withdrawal liability; and (eiii) Neither the Company nor any subsidiary has or reasonably expects to incur liability under Title IV of ERISA (other than for the payment of premiums, none of which are overdue). Each Benefit Plan subject to Title IV of ERISA is fully funded in accordance with the actuarial assumptions used by the PBGC to determine the level of funding required in the event of the termination of such plan. No Commonly Controlled Entity has completely or partially terminated a plan subject to Title IV of ERISA within the last five years. None of the assets of the Company or any subsidiary is the subject of any lien arising under Section 302 of ERISA or Section 412(n) of the Code; neither the Company nor any subsidiary has been required to post any security under Section 307 of ERISA or Section 401(a)(29) of the Code; and no fact or event exists which could give rise to any such lien or requirement to post any such security. (f) Except as set forth in Section 4.12(f) of the Disclosure Schedule, no employee of the Company or any of its subsidiaries will ERISA Affiliates has received any notice that any such plan is in reorganization, that increased contributions may be entitled required to any additional avoid a reduction in plan benefits or the imposition of any acceleration excise tax, that any such plan is or has been funded at a rate less than required under section 412 of the time of payment Code, or vesting of any benefits under any Benefit Plan as a result of the transactions contemplated by this Agreement. (g) The Company and its subsidiaries have not incurred any liability under, and have complied in all respects with, the Worker Adjustment Retraining Notification Act and the rules and regulations promulgated thereunder ("WARN") and do not reasonably expect to incur that any such liability as a result of actions taken plan is or not taken prior to the Effective Time. The Company will advise Parent and Purchaser in writing of any material terminations, layoffs and reductions in hours from the date hereof through the Effective Time and will provide Parent and Purchaser with any related information that they may reasonably request. (h) Except as disclosed in Section 4.12(h) of the Disclosure Schedule, since December 31, 1996 there has not been any adoption or amendment in any material respect by the Company or any of its subsidiaries of any Benefit Planbecome insolvent. (i) Except as disclosed in The execution and delivery of this Agreement and the purchase of Preferred Stock contemplated hereby will be exempt from, or will not involve any transaction which is subject to, the prohibitions of Section 4.12(i) of the Disclosure Schedule, there exist no employment, consulting, severance, termination or indemnification agreements, arrangements or understandings between the Company or any of its subsidiaries and any current or former employee, officer, director or consultant of the Company or any of its subsidiaries, and there is no oral or written understanding or arrangement to enter into any such agreement with any such individual. (j) The Commonly Controlled Entities have complied in all material respects with the requirements of Part 6 of Subtitle B of Title I 406 of ERISA and will not involve any transaction in connection with which a penalty could be imposed under Section 502(i) of Code ERISA or for which a tax could be imposed pursuant to Section 4980B.4975 of the Code. The representation in the next preceding sentence is made in reliance upon and subject to the accuracy of the representation in Section 5.10.

Employee Benefits; ERISA. (a) description With respect to each employee benefit plan (as such term is defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) (an "EMPLOYEE BENEFIT PLAN") maintained by the US Company or similar document) for each Benefit Plan for which a summary plan description is required or was otherwise provided to plan participants or beneficiaries, an "ERISA AFFILIATE" (v) the most recent IRS determination letter, if any, for each Benefit Plan and (vi) each trust agreement and group annuity contract relating to any Benefit Plan. (b) All Pension Plans and related trusts that are intended to be tax-qualified plans have been the subject of determination letters from the IRS to the effect that such Pension Plans and related trusts are qualified and exempt from federal income taxes under Sections 401(a) and 501(aas defined below), respectively, of the Code, and no except as could not reasonably be expected to have a Material Adverse Effect: (i) such determination letter plan has been revoked noradministered and operated in compliance with its terms and the applicable requirements of ERISA and the Internal Revenue Code of 1986, to as amended (the knowledge of the Company, has revocation been threatened"CODE"); (ii) no event has occurred and there exists no circumstances exist that would adversely affect or would reasonably be likely to adversely affect circumstance under which the tax qualification of such Pension Plan nor has any such Pension Plan been amended since the date of its most recent determination letter or application therefor in any respect that would adversely affect or would reasonably be likely to adversely affect its qualification or materially increase its costs or require security US Company could incur liability under Section 302 of ERISA. (c) Each Benefit Plan has been administered in all material respects in accordance with its terms. The Benefit Plans are, and have been operated, in compliance in all material respects with the applicable provisions of ERISA, the Code and all Code, or otherwise (other applicable Laws. All material than for contributions or payments required to be made to benefits paid or payable in respect the ordinary course of the Benefit Plans has been timely made operation of such plan); (iii) there are no actions, suits or provided for. No Benefit Plan has incurred an "accumulated funding deficiency" (within the meaning of Section 302 of ERISA claims pending or Section 412 of the Code), whether or not waived. All contributions, premiums or payments required to be made threatened with respect to any Benefit Plan are fully deductible for income tax purposes and no such deduction previously claimed has been challenged by any Governmental Entity; provided, however, that no benefits under any nonqualified pension or deferred compensation plan are deductible until actually paid. There are no investigations by any Governmental Entity, termination proceedings or other claims (except claims for benefits payable in the normal operation of the Benefit Plans), suits or proceedings against or involving any Employee Benefit Plan or asserting any rights to against the assets or claims for benefits under any Benefit Plan that could give rise to any material liability, and there are not any facts or circumstances that would reasonably be expected to give rise to any material liability in the event a fiduciary of any such investigation, claim, suit or proceeding. Employee Benefit Plan; (div) No Commonly Controlled Entity is required to contribute to any "multiemployer plan" as defined in Section 4001(a)(3) of ERISA or has withdrawn or expects to withdraw from any such multiemployer plan where such withdrawal has resulted or would result in any material "withdrawal liability" (within the meaning of Section 4201 of ERISA) that has not been fully paid. None of the Company, any of its subsidiaries, any officer of the Company or any of its subsidiaries or any of the Benefit Plans which are subject to ERISA, including the Pension Plans, any trusts created thereunder or any trustee or 24 18 administrator thereof, has engaged in a no "prohibited transaction" (as such term is defined in Section 406 of ERISA or Section 4975 of the Code) or any other breach of fiduciary responsibility that could subject the Company, any of its subsidiaries or any officer of the Company or any of its subsidiaries to any material tax or penalty on prohibited transactions imposed which is not covered by such Section 4975 of ERISA or to any material liability under Section 502(ian applicable exemption has occurred; (v) or (l) of ERISA. Neither any of such Benefit Plans nor any of such trusts has been terminated, nor has there been, nor is there expected to be, any no "reportable event" (as that term is defined in Section 4043 of ERISA) as has occurred; (vi) all contributions and premiums due have been paid on a timely basis; and (vii) all contributions made under any Employee Benefit Plan intended to be tax deductible meet the requirements for deductibility under the Code. As used herein, the term "ERISA Affiliate" refers to any organization other than the Canadian Company that is (x) a member of a "controlled group" of which notice would be required the US Company is a member or (y) under "common control" with the Pension Benefit Guaranty Corporation (the "PBGC") with respect thereto, during the last five years, except that the Company's acquisition of Sylvxx Xxxxxxxx xxx reported to the PBGC under Section 4043(c)(10) of ERISA. (e) Neither the US Company nor any subsidiary has or reasonably expects to incur liability under Title IV of ERISA (other than for the payment of premiums, none of which are overdue). Each Benefit Plan subject to Title IV of ERISA is fully funded in accordance with the actuarial assumptions used by the PBGC to determine the level of funding required in the event of the termination of such plan. No Commonly Controlled Entity has completely or partially terminated a plan subject to Title IV of ERISA within the last five years. None meaning of the assets of the Company or any subsidiary is the subject of any lien arising under Section 302 of ERISA or Section 412(nSections 414(b) and (c) of the Code; neither . Each Employee Benefit Plan maintained by the US Company or any ERISA Affiliate is listed on the Schedule of Exceptions or in the Company nor SEC Reports. Each Employee Benefit Plan maintained by the US Company or any subsidiary has been required ERISA Affiliate that is intended to post any security qualify under Section 307 401(a) of ERISA the Code has received a favorable letter of determination from the U.S. Internal Revenue Service that it so qualifies and that its related trust is exempt from taxation under Section 501(a) of the Code except as could not reasonably be expected to have a Material Adverse Effect. No event has occurred that will or could give rise to disqualification or loss of tax-exempt status of any such Employee Benefit Plan or trust under Section 401(a)(29401(a) or 501(a) of the Code; and no fact . No US Company or event exists which could give rise ERISA Affiliate benefit plan is a "defined benefit plan" within the meaning of Section 3(35) of ERISA, a "multiemployer plan" within the meaning of Section 3(37) of ERISA, or a "multiple employer plan" within the meaning of Section 413 of the Code. Except as set forth in the Schedule of Exceptions, neither the approval or execution of this Agreement or any other Transaction Document nor the consummation of the transactions contemplated by this Agreement or any such other Transaction Document will (A) entitle any individual to severance pay or (B) accelerate the time of payment or vesting of, or increase the amount of, compensation due to any such lien or requirement to post any such securityindividual. (fb) Except as set forth in Section 4.12(fthe Schedule of Exceptions or the Company SEC Reports, there are no written employee benefit, welfare, supplemental, unemployment benefit, bonus, pension, profit sharing, deferred compensation, stock compensation, stock purchase, stock option, stock appreciation, savings, severance, termination, change of control, retirement, hospitalization insurance, salary continuation, legal, health or other medical, dental, life, disability or other insurance and other similar plans currently sponsored, maintained or funded by the Canadian Company for the benefit of its current or former employees and their dependants, other than plans established pursuant to statute (such plans set out in the Schedule of Exceptions and the Company SEC Reports other than the Registered Retirement Savings Plan administered by CUPE Local 1338-01 (the "Group RRSP"),collectively the "CANADIAN EMPLOYEE PLANS"). Except as could not reasonably be expected to have a Material Adverse Effect: (i) each Canadian Employee Plan has been established, registered (where required) and administered in accordance with its terms and all applicable laws; (ii) there are no actions, complaints, suits or claims (other than routine claims for benefits) pending or, to the knowledge of the Disclosure ScheduleCanadian Company, threatened with respect to any Canadian Employee Plan; (iii) all contributions and premiums payable in accordance with the terms of the Canadian Employee Plans have been paid on a timely basis in accordance with applicable law and the terms of the Canadian Employee Plans; and (iv) to the knowledge of the Canadian Company, no fact or circumstance exists that could adversely affect the tax-preferred status of any Canadian Employee Plan which is registered where required; (v) to the knowledge of the Canadian Company there is no audit or investigation pending (other than routine qualification or registration determination filings) with respect to any Canadian Employee Plan by any governmental entity; (vi) except as required by applicable law, no promises or commitments have been made to amend any Canadian Employee Plan, to provide increased benefits thereunder other than benefit increases required under the Canadian Employee Plans or by applicable collective bargaining agreements or to establish any new Canadian Employee Plan and (vii) no employee of the Canadian Company has any agreement as to length of notice or any pay in lieu of its subsidiaries will be entitled notice or severance payment required to any additional benefits terminate his/her employment, other than such as results by applicable law from the employment of an employee without an agreement as to notice of termination pay in lieu of notice or any acceleration severance. No Canadian Employee Plan is a registered pension plan which provides defined benefit pension benefits. The Canadian Company has made the required contributions to the Group RRSP on a timely basis and in accordance with applicable law, the applicable collective bargaining agreements and the applicable terms of the time of payment or vesting of any benefits under any Benefit Plan as a result of the transactions contemplated by this AgreementGroup RRSP. (g) The Company and its subsidiaries have not incurred any liability under, and have complied in all respects with, the Worker Adjustment Retraining Notification Act and the rules and regulations promulgated thereunder ("WARN") and do not reasonably expect to incur any such liability as a result of actions taken or not taken prior to the Effective Time. The Company will advise Parent and Purchaser in writing of any material terminations, layoffs and reductions in hours from the date hereof through the Effective Time and will provide Parent and Purchaser with any related information that they may reasonably request. (h) Except as disclosed in Section 4.12(h) of the Disclosure Schedule, since December 31, 1996 there has not been any adoption or amendment in any material respect by the Company or any of its subsidiaries of any Benefit Plan. (i) Except as disclosed in Section 4.12(i) of the Disclosure Schedule, there exist no employment, consulting, severance, termination or indemnification agreements, arrangements or understandings between the Company or any of its subsidiaries and any current or former employee, officer, director or consultant of the Company or any of its subsidiaries, and there is no oral or written understanding or arrangement to enter into any such agreement with any such individual. (j) The Commonly Controlled Entities have complied in all material respects with the requirements of Part 6 of Subtitle B of Title I of ERISA and of Code Section 4980B.